Underwriting Agreement for $700 Million 7.75% Trust Preferred Securities by USB Capital III and U.S. Bancorp
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Summary
U.S. Bancorp and USB Capital III entered into an agreement with a group of underwriters, including Lehman Brothers and Morgan Stanley, for the sale of $700 million in 7.75% Trust Preferred Securities. U.S. Bancorp guarantees the securities, which are issued by USB Capital III, a Delaware business trust. The underwriters agree to purchase the securities at a set price, with closing scheduled for May 4, 2001. The agreement outlines the terms of the sale, delivery, and payment for the securities, and incorporates standard underwriting provisions by reference.
EX-1.1 2 c62082ex1-1.txt UNDERWRITING AGREEMENT 1 EXHIBIT 1.1 UNDERWRITING AGREEMENT April 27, 2001 U.S. Bancorp USB Capital III 601 Second Avenue South Minneapolis, MN 55402 Ladies and Gentlemen: We (the "Representatives") understand that USB Capital III, a business trust formed under the laws of the State of Delaware (the "Trust"), and U.S. Bancorp, a Delaware corporation, as sponsor of the Trust and as guarantor (the "Guarantor"), propose that the Trust issue an aggregate principal amount of $700,000,000 of 7.75% Trust Preferred Securities (liquidation amount $25 per Preferred Security) (the "Offered Securities") representing preferred beneficial interests in the Trust. The Offered Securities are fully and unconditionally guaranteed by U.S. Bancorp. The Trust will issue the Offered Securities and common securities (liquidation amount $25 per common security) (the "Common Securities") in exchange for 7.75% Junior Subordinated Debentures of the Guarantor (the "Junior Subordinated Debentures"), due May 1, 2031, to be issued pursuant to a Junior Subordinated Indenture (the "Indenture") dated as of November 15, 1996 between the Guarantor and Wilmington Trust Company, as trustee (the "Debenture Trustee"). The Guarantor will, through the Indenture, the Junior Subordinated Debentures, the Amended and Restated Trust Agreement dated as of May 4, 2001 (the "Trust Agreement") among the Guarantor, as Sponsor to the Trust, Wilmington Trust Company, as Delaware Trustee and Property Trustee, and the Administrative Trustees named therein (collectively, the "Trustees"), the Guarantee Agreement dated as of May 4, 2001 (the "Guarantee") between the Guarantor and Wilmington Trust Company, as trustee (the "Guarantee Trustee"), taken together, fully, irrevocably and unconditionally guarantee on a subordinated basis all of the Trust's obligations under the Offered Securities. Subject to the terms and conditions set forth herein and incorporated by reference herein, the Guarantor and the Trust hereby agree that the Guarantor shall sell to each of the underwriters named in Schedule I (the "Underwriters"), and each of the Underwriters agrees, severally and not jointly, to purchase the numbers of the Offered Securities set forth opposite the name of such Underwriter at a purchase price of $24.2125 per Offered Security, plus accrued distributions, if any (the "Purchase Price"). The Securities shall have the terms set forth in the Prospectus Supplement dated April 27, 2001. 2 Except as otherwise provided herein, all the provisions contained in the document entitled "U.S. Bancorp Underwriting Agreement Standard Provisions (Capital Securities) (April 27, 2001)" (the "Standard Underwriting Agreement") are herein incorporated by reference in their entirety and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in full herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Standard Underwriting Agreement. Certificates for the Offered Securities purchased by each Underwriter shall be delivered by or on behalf of the Guarantor to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the Purchase Price therefor in federal (same day) funds, on the "Closing Date," which shall be 10:00 AM (New York City time) on May 4, 2001 at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, NY 10017, or at such other place and time as the Representatives, the Guarantor and the Trust may agree upon in writing. This document may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same document. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below and returning the signed copy to us. LEHMAN BROTHERS INC. MORGAN STANLEY & CO. INCORPORATED U.S. BANCORP PIPER JAFFRAY INC. By: LEHMAN BROTHERS INC. By: /s/ Martin Goldberg -------------------------------------- Name: Martin Goldberg Title: Senior Vice President By: MORGAN STANLEY & CO. INCORPORATED By: /s/ Michael Fusco -------------------------------------- Name: Michael Fusco Title: Principal 3 Accepted by: U.S. BANCORP, as Guarantor By: /s/ Kenneth D. Nelson --------------------------------- Name: Kenneth D. Nelson Title: Vice President USB CAPITAL III By: U.S. Bancorp, as Sponsor By: /s/ Kenneth D. Nelson --------------------------------- Name: Kenneth D. Nelson Title: Vice President 4 SCHEDULE I
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